Request for Proposal - National Credit Union Foundation [PDF]

National Credit Union Foundation Financial Health Segmentation Project

Request for Proposal

November 2016

INDEX SECTION

SUBJECT

I.

Subject Matter of this Request for Proposal

II.

Foundation Background

III.

Expectations of Applicant Credit Unions

IV.

Required Responses from Applicant Credit Unions

V.

Contract Provisions

VI.

Attachments

I. SUBJECT MATTER OF THIS REQUEST FOR PROPOSAL The situation: Since 2013, there has been growing dialogue, research and work done in the field of consumer financial well-being or health. National statistics show that Americans are financially fragile and policy makers and practitioners are looking for ways to address startling national statistics. For example, for the past three years, the Federal Reserve has published its Survey of Household Economics and Decisionmaking (SHED Report). In the 2016 report regarding 2015 data, the Federal Reserve notes, “To determine individuals’ preparedness for a smaller scale financial disruption, respondents are asked how they would pay for a hypothetical emergency expense that would cost $400… 46 percent indicate that such an expense would be more challenging to handle and that they either could not pay the expense or would borrow or sell something to do so.” A recent article by Neal Gabler in The Atlantic has amplified the seriousness and severity of half the population’s “financial impotence”: http://www.theatlantic.com/magazine/archive/2016/05/my-secret-shame/476415/. In the article, Mr. Gabler eloquently links the Fed’s research and statistics to his own life. He basically admits that he is part of the half of Americans who couldn’t come up with $400 to pay for an emergency and explores the reasons why. As Mr. Gabler notes: But just so the point isn’t lost: Financial impotence is an equal-opportunity malady, striking across every demographic divide. The Bankrate survey reported that nearly half of college graduates would not cover that car repair or emergency-room visit through savings, and the study by Lusardi, Tufano, and Schneider found that nearly one-quarter of households making $100,000 to $150,000 a year claim not to be able to raise $2,000 in a month. A documentary drawing on Lusardi’s work featured interviews with people on the street in Washington, D.C., asking whether they could come up with $2,000. Lusardi, who was quick to point out that a small number of passerby interviews should not be mistaken for social science, was nonetheless struck by the disjuncture between the appearance of the interviewees and their answers. ‘You look at these people and they are young professionals,’ Lusardi said. ‘You expect that people would say, ‘Of course I would come up with it.’ But many of them couldn’t.’ Many groups around the country, including the National Credit Union Foundation (the Foundation), are working to help understand and measure consumer’s financial health and well-being and take actions to improve the financial stability of consumers.

CFSI: The Center for Financial Services Innovation (CFSI) is one of the leading organizations in this arena. CFSI’s Consumer Financial Health Study found that 57% of Americans are financially unhealthy, lacking daily financial systems that serve them well, struggling to weather financial shocks, and not well-positioned to pursue their financial aspirations. In 2016, CFSI has been piloting a consumer financial health segmentation tool with a variety of institutions to gauge consumer financial health. (The methodology was derived from the Consumer Financial Health Study’s financial health segmentation, which is explained in a whitepaper, which you can download here.) Specifically, two credit unions, Wright-Patt CU in OH and Coastal FCU in NC have already worked with CFSI to leverage the diagnostic tool to conduct a “financial health check-up” to understand the members’ and employees’ financial health. Understanding members’ financial health (and what their needs and struggles are) as well as how it compares to regional benchmarks, can help galvanize interest and enthusiasm among management, staff, and board members to pursue initiatives to leverage products, services, and communications to help members improve their financial health. A segmentation project costs approximately $38,000 (plus reimbursable travel expenses). The opportunity and subject matter of this Request for Proposal (RFP): Leveraging CFSI’s consumer financial health segmentation tool, the Foundation is looking to fund financial health check-up projects by additional credit unions. Funding of $108,000 from the National Credit Union Foundation and CUNA Mutual Group is available to “seed” up to 6 credit unions to conduct a segmentation project. The intent of this RFP is to have more credit unions have an opportunity to respond to the fact that half their employees and members are struggling financially. The segmentation will (1) help credit unions assess the status of their members’ and employees’ financial health and (2) provide insights on concrete actions the credit union can take to better respond and improve members’ and employees’ financial well-being. Having more credit unions involved will bolster credit unions’ visibility as thought-leaders and “do’ers” in the financial health arena.

II. FOUNDATION BACKGROUND Originally called the CUNA Foundation, the Foundation was incorporated in October of 1980. In its early days, the Foundation was focused on international development of credit unions and the credit union movement, as well as scholarships and grants for small credit unions. In 1992, the Foundation was reorganized to better represent a true charitable foundation focused on the needs of consumers and credit unions’ unique ability to meet those needs. Today, the Foundation remains closely aligned with the

Credit Union National Association (CUNA), and is widely recognized as the national charitable arm of the America’s credit union movement. In the last ten years, the Foundation has awarded over $35 million worth of grants to help credit unions better serve their members. The mission of the Foundation is to act as a “catalyst to improve people’s financial lives through credit unions.” Through Foundation programs and grants, credit unions provide widespread financial education, create greater access to affordable financial services, and empower more consumers to save, build assets, and own homes. The Foundation does this through: 





Leveraging the Credit Union Difference – through Credit Union Development Education and other programs, working to preserve credit unions’ uniqueness through training in credit union philosophy and cooperative principles. Over 1,500 credit unions from over 34 countries have become CUDEs since 1982. Building Financial Capability – by offering resources to help credit unions better identify and meet consumers’ financial needs through experiential learning programs, toolkits, and Biz Kid$, a national financial literacy initiative that is exclusively funded by credit unions across the country, and has reached over 7.7 million parents, educators, and students through education outreach projects. In terms of impact, over 2,060 people have participated in Life Simulations; 104,000 high school students have attended Reality Fairs; 1,380 people have become certified financial counselors through the enhanced FiCEP program; and 11 credit unions have offered 3,383 loans for a total of $43 million through our NonPrime Auto Lending pilot. The Foundation also provides toolkits for credit unions to help meet member’s needs, with the newest toolkit designed to help those struggling with medical debt. Uniting resources to help credit union members and staff when disaster strikesCUAid was developed by the Foundation in cooperation with other credit union organizations to provide funding for credit unions during a time of disaster. Over $5.8 million in disaster relief has been distributed since 2004.

The Foundation is a 501(c)(3) tax-exempt charitable organization. The Foundation continues to earn the Better Business Bureau seal of approval as an “Accredited Charity” for meeting all 20 BBB Wise Giving Alliance Standards for national charities.

III. EXPECTATIONS OF APPLICANT CREDIT UNIONS PURPOSE OF DOCUMENT The purpose of this RFP is to identify credit unions that best meet the objectives and

goals of this project led by the Foundation. Included in the expectations of applicant credit unions is an inherent understanding that the member segmentation is only the first piece of the effort to better serve members. It is the concrete actions credit unions are willing to take to respond to the segmentation findings that truly advance credit unions’ efforts to improve their employees’ and members’ financial health. In addition, as noted in Section V. below, the contractual language reflects an understanding that data from each participating credit union’s financial health segmentation will be provided, by CFSI, in the aggregate and at a high level per credit union, to the Foundation for publication and reporting. Your cooperation is appreciated. DUE DATE OF PROPOSAL Deadline for our receipt of your application is December 9, 2016. In fairness to all applicants, time extensions cannot be considered. If your credit union decides not to respond to this RFP, please inform Gigi Hyland, Foundation Executive Director, at 202824-6282 or [email protected], of your decision indicating the reason for your decision not to participate. COST OF INFORMATION PREPARATION Foundation accepts no obligation for costs incurred by prospective credit unions responding to the RFP. The cost of developing and submitting an application is entirely the responsibility of the credit union. All applications and other information provided to Foundation becomes the property of Foundation. CONFIDENTIALITY AND NON-DISCLOSURE You agree to hold all information communicated by you to Foundation or by Foundation to you, particularly with respect to, but not limited to, the information contained in the RFP in strict confidence. Further, you agree to not disclose, distribute, or disseminate the information or documents to any third party, specifically including, but not limited to, potential or actual customers and not to use the information for your own benefit or the benefit of others, except as authorized in writing by Foundation. You acknowledge and agree that such unauthorized disclosure in any form shall constitute grounds for immediate withdrawal of the RFP and/or rejection of your proposed solution without liability to Foundation. You acknowledge and agree that the unauthorized use or disclosure of the information could cause irreparable harm and significant injury to Foundation for which Foundation would have no adequate legal remedy. Therefore, Foundation shall have the right, in addition to any other rights Foundation may have at law or in equity, to seek and obtain immediate injunctive relief enjoining any breach or potential breach of these terms by you.

ACCEPTANCE/REJECTION PROCESS Your application should be submitted by the deadline cited above. Once the Foundation receives your application, the Foundation may schedule discussions with you if it becomes necessary to clarify elements of your application. The Foundation will review all applications for each credit union’s financial capacity and commitment to improving members’ financial health that directly support the stated objectives defined in this RFP. Continued credit union participation in this project will be based upon the applications that Foundation determines best satisfy its objectives for this project. Foundation also reserves the right to reject any and/or all applications received. AMENDMENTS AND WITHDRAWAL Foundation reserves the right to amend this RFP prior to the application deadline. If it becomes necessary to amend any part of the RFP, an addendum will be provided to you. You must include acknowledgment of all addenda, if any, as part of your application. Foundation reserves the right to withdraw this RFP, in its sole discretion, from you at any time. Such withdrawal is effective upon issuance of such notice. INSTRUCTIONS FOR RESPONSES TO RFP To facilitate the evaluation and comparison of applications, the Foundation requires the applications to respond to the questions outlined in the next section (Section IV). Please provide your responses in a separate Adobe Acrobat (pdf) document and please include both the question and answer in the order this RFP follows. This standardized approach will allow us to compare applicants in the most efficient manner possible. Failure to provide requested materials with your response may be cause for rejection of the proposal.

WHERE TO SEND YOUR PROPOSAL Please submit one electronic copy, in pdf format, of your proposal with any supporting product documentation to Gigi Hyland, Executive Director, National Credit Union Foundation at [email protected]. QUESTIONS If you have questions while preparing your application, please submit them in writing via email to Gigi Hyland, Executive Director, National Credit Union Foundation at [email protected].

IV. REQUIRED RESPONSES FROM APPLICANT CREDIT UNIONS Please provide responses to the following questions to help the Foundation evaluate A. CORPORATE PROFILE Please provide a brief description and history of your credit union, including:  A listing of executives and board members;  Five year history of the number of employees;  Five year history of the number of members;  Five year history of return on assets (ROA);  Field of membership; and  Location of your headquarters and all branch offices. B. FINANCIAL INFORMATION AND RESOURCES 1)

Please provide copies of the last two years’ audited financial statements.

2)

Have there been, or are there now, any lawsuits pending or filed against your credit union? If so, please provide a detailed explanation.

3)

Is your credit union prepared to supply the financial and human resources necessary for this project? (Please note that upon execution of the Statement of Work (SOW) with CFSI, 50% of the consulting fee is due, with the remaining 50% due upon project completion. The Foundation will issue grant funds to the credit union to help fund the remaining 50% due upon project completion. The CFSI SOW contains details about the role of the credit union so you can gauge the human resources that will be necessary to execute the project.) If selected, when, in the first half of 2017, would you ideally like to launch this project with CFSI?

4)

C. MEMBER FINANCIAL HEALTH EFFORTS 1)

2)

What does your credit union currently do to evaluate members’ financial health? Examples may include how your credit union helps members Spend, Save, Borrow, and Plan. (see http://www.cfsinnovation.com/Document-Library/Eight-Ways-to-MeasureFinancial-Health-(1) What financial education efforts does your credit union do for members (of

all ages)? 3)

How does your credit union currently assess the alignment between your products and services and members’ actual financial needs and financial health?

4)

Why is your credit union interested in undertaking this project?

5)

How do you expect to use/apply the results of the financial health segmentation?

V. CONTRACT PROVISIONS The attached documents are the contracts that will govern execution of this program. (Each participating credit union will execute a Statement of Work and Master Services Agreement with CFSI for execution of the project.) These documents reflect an understanding that information and analysis from each participating credit union’s financial health market segmentation will be provided by CFSI, in the aggregate and at a high level per credit union, to the Foundation for publication and reporting. In addition, the credit union will have a Grant Agreement between it and the Foundation that will specify other reporting by the credit union on how the project is going, stories associated with the project and how the credit union anticipates taking specific actions as a result of the financial health segmentation. Specific deadlines and requirements are contained in the Grant Agreement, a sample of which is attached below. These documents in no way preclude Foundation from requesting additional provisions, or expanding on or proposing modifications to these provisions, during the course of negotiations.

VI. ATTACHMENTS

CFSI Master Services Agreement

MASTER SERVICES AGREEMENT: CONSULTING This Master Services Agreement (“Master Agreement”) is entered into as of ___________ (the “Effective Date”) by and between The Financial Innovations Center, Inc. (d/b/a Center for Financial Services Innovation) (“CFSI” or the “Company”)) and ________________ (“Client”). Each of CFSI and Client may be individually referred to as a “Party” and together referred to as the “Parties.” CFSI, the nation’s leading authority on consumer financial health, provides consulting services to organizations that seek to support the development of high-quality financial products and experiences. CFSI and Client enter into this Master Agreement (“Agreement”) to set forth the terms and conditions pursuant to which CFSI will provide services to Client. 1. Term. The term (“Term”) of this Master Agreement shall be three years, commencing on the Effective Date. The Term shall automatically renew for additional successive three year terms provided that CFSI gives written notice of each renewal no less than 60 days prior to the expiration of the original or any subsequent term; and provided further that the Agreement shall terminate during the original or any successive term upon the earlier of a) termination by either party pursuant to the provisions in Section 12 below; or b) upon the tenth anniversary of the Effective Date. Notwithstanding the foregoing, in the event that services remain to be performed by either party after any termination of the Agreement (or after termination of any renewal), under any one or more Statement(s) of Work executed by the parties before such termination, then and in such event the Agreement shall be considered to be in full force and effect, to the extent reasonably necessary or appropriate, in order to allow the parties to fully and faithfully perform the services remaining to be performed under such SOW (s). 2.

Services.

a. Client may engage CFSI to provide consulting services (“Services”). Such engagement shall not be effective until the parties have executed a written Statement of Work (“SOW”) describing the work to be performed and the associated fees. Each SOW must be signed by CFSI and Client. A form that the parties may use for their convenience is set forth in Exhibit A, but the parties need not use a specific form. b. Client hereby agrees, in a timely manner, to provide CFSI with all information reasonably requested by CFSI that is necessary to perform the Services and complete the project (the “Project”) outlined in the applicable SOW (the “Necessary Information”). “Necessary Information” shall include, but is not limited to, strategies or goals, existing proposals, pricing, economic data, and postimplementation performance data. The parties contemplate that one or more Statements of Work may be negotiated pursuant to the terms of this Agreement; and agree that each such SOW shall be approved in writing by the parties. c. CFSI will perform all Services in accordance with the standard of care applicable to consultants with skill and experience in providing services similar to those required by each SOW for comparable projects. CFSI shall not be responsible for the performance of a contractor, subcontractor or consultants employed by or acting for or on the behalf of Client, or by any other contractor, subcontractor or consultant employed by any of the persons or companies employed by Client.

3.

Fees, Invoicing and Payment.

a. Client will pay CFSI the fees and other amounts set forth in the applicable SOW, in accordance with the provisions of this Section or such other applicable provisions as may be set forth in such SOW. b. CFSI will invoice Client in accordance with the schedule set forth in each SOW or, if no schedule is set forth therein, on a monthly basis within 30 days after the end of the month. Each such invoice will be in such form and detail as is agreed between the Parties. Client shall remit payment to CFSI within 30 days of receiving the invoice. c. If payment is received by CFSI more than thirty days after the date Client receives the invoice, interest shall accrue on the unpaid amount at a rate of 1.5% per month commencing on the date payment was originally due. 4.

Party Representatives.

a. CFSI’s Services shall be performed by personnel specified in each SOW, each of whom is authorized to provide services on behalf of CFSI (each a “CFSI Representative”). CFSI reserves the right, at any time and from time-to-time, upon three (3) business days’ prior written notice to Client, to change or designate additional CFSI Representatives. b. Representatives of the Client (“Client Representative”) shall be specified in each SOW and shall have the authority to act on behalf of Client. Client reserves the right, at any time and from time-to-time, upon three (3) business days’ prior written notice to CFSI, to change or designate additional Client’s Representatives. 5. Independent Agendas. CFSI and Client both recognize that they both shall retain control over their ultimate agenda, their research, and the various public policy positions they may take. CFSI and Client both enter into this Master Agreement understanding that this Master Agreement grants CFSI and Client (respectively) no ability to set or influence independently-derived policy agenda and activities or the development of strategies. CFSI does not enter into agreements with clients who seek this as an outcome of the engagement. 6. Limitation on Authority. CFSI shall not, without the prior written consent of Client: (a) negotiate or enter into any oral or written agreement on behalf of Client, or otherwise act on behalf of or bind Client; (b) sign any checks on behalf of, or authorize any payments by, Client; or (c) hold itself out as an agent of Client. In addition, CFSI shall not (i) knowingly engage in any conduct, or cause Client to engage in any conduct, which would cause Client to violate any agreement or applicable law, or (ii) hold itself out as an employee, officer, director or joint venturer of Client. 7.

Limitation on Liability.

a. Nothing contained herein shall be construed to create responsibility on the part of CFSI for determining compliance of the Project with applicable laws, including without limitation financial services, environmental, disability, occupational health and safety and other laws and ordinances

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applicable to the Project. Client is solely responsible for the decision to use the results of CFSI’s Services and the use it makes thereof. b. Except for damages arising from a breach by either Party of Section 10, neither Party shall be liable for any indirect, special, incidental or consequential damages, including lost revenue, lost profits, or lost prospective economic advantage, whether or not foreseeable, whether or not based on contract, tort, warranty claims, or otherwise, arising from any performance or failure to perform under this Master Agreement, and each Party hereby releases and waives any claims against the other Party regarding such damages. In no event shall either party’s liability, whether or not based on contract, tort, warranty claims, or otherwise, arising from or relating to this Master Agreement exceed the fee payable by Client to CFSI for the Services. 8.

Independent Contractor.

a. CFSI is an independent contractor with respect to Client. No other relationship is intended to be created between the Parties hereto. Without limitation of the foregoing, CFSI’s employees shall not be employees of Client during the Term, and this Master Agreement is not an employment contract. b. Except to the extent otherwise expressly provided herein, Client shall not have control over the details and means used by CFSI in performing the Services. c. CFSI shall file all tax returns and reports required to be filed by CFSI (for itself and its employees or independent contractors) on the basis that CFSI is an independent contractor. d. Client shall pay, or shall reimburse CFSI for, all taxes of whatever nature, including, without limitation, local taxes on the sale or use of goods and services, value added taxes, and general services taxes, imposed by any foreign, federal, state or municipal government or by any taxation authority thereof, as a result of CFSI’s performance of the Services; provided, however, that Client shall not be responsible for any taxes based solely on CFSI’s income. e. CFSI shall be solely responsible for CFSI’s employees’ medical, dental, health and life insurance and other benefits and fringe benefits; Client shall not be responsible in any way therefor. 9.

Intellectual Property.

a. “Work Product” means all deliverables specified in an applicable SOW and related documents and other materials, in each case made or arising (i) for the sole purpose of performing the Services or (ii) through the use of the Confidential Information of the Client, including any intellectual property rights therein. “CFSI Materials” means all documents, data, know-how, methodologies, frameworks, software and other materials, including computer programs, reports and specifications, provided by or used by CFSI in connection with performing the Services, in each case developed or acquired by CFSI prior to or other than for the sole purpose of performing its obligations under this Master Agreement. “Proprietary Rights” means patents, copyrights, moral rights, trade secrets and other proprietary rights. b. All Work Product shall be the sole and exclusive property of the Client. All Work Product subject to copyright shall be works for hire. CFSI hereby assigns (and will assign) to Client the Proprietary

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Rights in and to the Work Product, except to the extent it incorporates CFSI Materials (to which CFSI will retain the Proprietary Rights and which are licensed, not sold to Client). c. CFSI hereby grants to the Client a royalty free, non-transferable, license to use and reproduce any CFSI Material to the extent incorporated in any Work Product, solely as part of that Work Product. CFSI will retain sole and exclusive ownership of all CFSI Material, and any improvements or modifications made by CFSI to CFSI Material, regardless of whether such CFSI Material is used in connection with CFSI’s performance of its obligations under this Master Agreement. 10.

Confidentiality.

a. “Confidential Information” means any information (including without limitation business processes, technology, computer programs, product designs and trade secrets) relating to a Party, its business or assets or that of any of its customers, affiliates or subcontractors that is not generally known to the public, whether of a technical, business or other nature (including without limitation survey data and other data for analysis, future business plans and future promotional and marketing activities), that is or previously has been furnished in tangible, electronic, verbal, or visual form by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), regardless of whether such information is labeled or otherwise identified as confidential. In addition, “Confidential Information” shall be deemed to include, without limitation, all notes, analyses, studies, forecasts, compilations, summaries, interpretations and other documents or reports prepared by a Party that contain, reflect or are based upon, in whole or part, any Confidential Information. Notwithstanding the foregoing, “Confidential Information” shall not include information that (i) is or becomes generally available to the public, other than as a direct or indirect result of disclosure in breach of this Agreement, (ii) was or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, as evidenced by written or electronic documentation in the files of the Receiving Party or its Representatives (as defined below), but only if such source is not bound by a confidentiality arrangement with the Disclosing Party or otherwise under an obligation of secrecy with respect to the information disclosed or (iii) has been independently developed by the Receiving Party without breaching any of its obligations under this Agreement or applicable law, in each case as evidenced by written or electronic documentation in the files of the Receiving Party, but the burden of proof by clear and convincing evidence shall be on the Receiving Party to demonstrate such independent development. b. Each Party will use the other Party’s Confidential Information solely for the purposes of providing or receiving Services hereunder or, in the case of Client, making use of Work Product, and will not use the other Party’s Confidential Information for any other purpose whatsoever, whether for the benefit of any Party or any other person. c. Except as provided in this Agreement, no Party shall disclose, discuss, communicate or transmit any of the other Party’s Confidential Information to any third party. Each Party shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the other Party’s Confidential Information. Without limiting the foregoing, each Party shall take at least those measures with respect to the other Party’s Confidential Information that it takes to protect its own highly confidential information. No Party shall make any copies of the other Party’s Confidential Information, unless such copies are approved in writing by the Party that disclosed the Confidential

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Information. Each Party shall immediately notify the other Party in the event of any unauthorized use or disclosure of such other Party’s Confidential Information. d. Notwithstanding Section [10(e)] of this Agreement, a Receiving Party may disclose the Confidential Information of the Disclosing Party to any Receiving Party officers, employees, agents, stockholders, partners, managers, members, attorneys, accountants, financial advisors, subcontractors or affiliates (collectively, its “Representatives”) who have a need to know such Confidential Information for the purposes contemplated by this Agreement. Prior to any such disclosure, the Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information. Such Receiving Party shall ensure that its Representatives comply with this Agreement, and shall be responsible for any unauthorized disclosure or use of Confidential Information by any such Representatives.

e. If disclosure by a Receiving Party is required by order of a competent court or administrative agency, that Receiving Party may comply with that order provided it gives the Disclosing Party prior written notice sufficiently in advance to permit the Disclosing Party to seek an appropriate protective order and cooperates with the Disclosing Party (at the Disclosing Party’s expense) in seeking that order. f. Upon the earlier of the termination of this Agreement or the request of the Disclosing Party, such Receiving Party shall (a) promptly cease using the Confidential Information and (b) deliver promptly to the Disclosing Party and/or destroy or delete all Confidential Information, together with all copies of such Confidential Information in the possession or control of the Receiving Party or its Representatives, which delivery and/or destruction or deletion shall be certified to in writing by the Receiving Party upon the Request of the Disclosing Party. Notwithstanding the return, destruction or preservation of Confidential Information as contemplated by this Section [10(h)], each Party and its Representatives will continue to be bound by their obligations of confidentiality and nondisclosure hereunder. g. CFSI does not collect Personally Identifiable Information and accepts no responsibility for any such information provided to CFSI. Personally Identifiable Information is information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context (“PIN”). An example would be Social Security Numbers. 11.

Publicity.

a. Client hereby grants CFSI the right to use Client’s name and logo on CFSI materials that list CFSI’s consulting clients (including the CFSI website) provided, however, that CFSI shall not disclose any information pertaining to the nature of this Master Agreement or the confidential Services that CFSI has provided for Client, without Client’s prior written consent. CFSI shall have no other permission to use Client’s name or logo without Client’s prior written consent. b. Client hereby agrees that it will not disclose any information to any third-party relating to CFSI’s involvement in the Project without CFSI’s prior written consent. c.

Any approval or consent hereunder may be granted by electronic mail.

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12.

Termination.

a. Termination for Cause. If one Party materially breaches this agreement or engages in gross negligence or willful misconduct with respect to its performance hereunder, the other Party may send written notice of such breach, gross negligence or willful misconduct. If such breach, gross negligence or willful misconduct is not cured within fifteen (15) business days of such notice, the Party sending the original notice may terminate this agreement by written notice to the other Party. b. Termination Without Cause. Notwithstanding any other provision of this Master Agreement to the contrary, either Party may terminate this Master Agreement for convenience upon giving at least twenty (20) business days prior written notice of its election to terminate said Master Agreement. c. Payment of Fees Upon Termination. In case of any termination, the Client agrees to pay CFSI for all costs incurred by CFSI in connection with the Services through the effective date of termination at the agreed upon rates and expenses set forth in this Master Agreement or any applicable SOW. In addition, if Client terminates this Master Agreement under Section 12(b) (i.e., without cause), Client shall reimburse CFSI for all costs that CFSI incurs following termination for which it would have been paid had Client not terminated and that CFSI cannot reasonably avoid. d. Effect of Termination. Sections 1, 3, 5, 6, 7, 8, 9, 10, 11, 12 (c), 13, and 14 shall survive the expiration or termination of this Master Agreement. 13.

Indemnity.

a. CFSI shall indemnify and hold harmless Client and its officers, directors, shareholders, partners, members and managers from and against all losses, liabilities, penalties, interest, claims, demands, actions, causes of action, proceedings, costs or expenses (including attorneys' fees and expenses) caused by CFSI and arising from or in connection with any claim (i) for the actual or alleged infringement or misappropriation of any United States patent, copyright, or trade secret by (A) any Work Product created solely by CFSI and provided by CFSI hereunder or (B) any CFSI Material which CFSI incorporates or permits to be incorporated in any Work Product, provided that the indemnification obligations described in this Section 13(a)(i) shall not apply where the actual or alleged infringement or misappropriation is caused by (X) the Client’s specifications or instructions to CFSI, (Y) modifications to any Work Product by the Client or any party other than CFSI or (Z) a combination of any Work Product and/or CFSI Material with any other intellectual property by or at the direction of the Client; (ii) for breach of any representation, warranty or covenant of CFSI contained in this Master Agreement; or (iii) for CFSI’s (or its employees’, contractors’ or Affiliates’) gross negligence or willful misconduct. Except as expressly described above, CFSI has no obligation to indemnify the Client for any losses, damages, costs or expenses arising from or in connection with the use of the Work Product or the Services. b. Client shall indemnify and hold harmless CFSI and its officers, directors, shareholders, partners, members and managers from and against all losses, liabilities, penalties, interest, claims, demands, actions, causes of action, proceedings, costs or expenses (including attorneys' fees and expenses) caused by Client and arising from or in connection with any claim (i) for breach of any representation, warranty or covenant of Client contained in this Master Agreement, (ii) for actual or alleged infringement of any patent, copyright, trademark or other proprietary or intellectual property right by any goods, services or other performance delivered by Client to CFSI pursuant to this Master

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Agreement, (iii) resulting from the use Client makes of the Work Product or the Services; or (iv) for Client’s (or its employees’ contractors’ or Affiliates’) gross negligence or willful misconduct in performing its obligations under this Master Agreement. c. The indemnifying Party’s obligations under this Master Agreement are conditioned upon (i) the indemnified Party’s giving prompt, written notice of a claim to the indemnifying Party (provided that the failure to provide such notice will not relieve the indemnifying Party of its obligations hereunder unless such failure prejudices its ability to defend the claim); (ii) the indemnified Party allowing the indemnifying Party to control of the defense and settlement of a claim (provided that the indemnifying Party may not settle any claim in a manner that would adversely affect the other Party’s rights, reputation or interests without the other Party’s prior written consent, which shall not be unreasonably withheld); and (iii) the indemnified Party will cooperate with the indemnifying Party, at the indemnifying Party’s expense, in the defense and settlement of the claim, as the indemnifying Party may reasonably request. The Party seeking indemnification shall have the right to participate in the defense thereof with counsel of its choosing at its own expense. This Section shall survive termination or expiration of this Master Agreement for a period of two (2) years. d. “Person” means any natural person, corporation, partnership, limited liability company, trust, estate, association, governmental authority or other entity of any kind. 14.

General.

a. Entire Master Agreement; Amendments. This Master Agreement with attachments represents the entire and integrated agreement between Client and CFSI with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Master Agreement may be amended or modified only by a written instrument signed by both Client and CFSI. b. Parties Bound; Assignment. This Master Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties hereto. Neither party will have the right to assign this Master Agreement without the consent of the other. c. Counterparts; Facsimiles. This Master Agreement may be executed in one more counterparts, each of which is deemed to be an original and all of which taken together constitute one agreement. d. Electronic Delivery and Signatures. This Master Agreement may be executed and delivered by facsimile or electronic mail. Any signatures sent via facsimile or electronic mail shall have the same legal effect as manual signatures. e. Notices. Notices hereunder may be provided via electronic mail, in person, or by U.S. Registered or Certified Mail, return receipt requested, to the address of the relevant Party listed under its signature to the Consulting Master Agreement, or to such other address and to the attention of such other party as the parties may specify by written notice. Mailed notices conforming to the above requirements shall be deemed given two (2) business days after mailing. NOTWITHSTANDING THE FOREGOING, NO NOTICE WHICH COULD REASONABLY BE INTERPRETED TO ADDRESS RENEWAL, TERMINATION, OR PERFORMANCE ISSUES MAY BE SENT BY ELECTRONIC MAIL ALONE.

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Contact information for notices: Full Legal Name: Contact Name for Contract Administration & Legal Notice:

The Financial Innovations Center, Inc. (d/b/a Center for Financial Services Innovation) Carole Brite, COO

Address:

135 S. LaSalle, Suite 2125, Chicago, IL 60603

Telephone:

(312) 995-1535

Fax:

(312) 881-5802

Email:

[email protected]

Full Legal Name of Client: Contact Name for Contract Administration: Address: Telephone: Fax: Email: Contact for Legal Notice: Address: Phone: Email: Contact for Invoicing: Address: Phone: Email: f. Jurisdiction/Governing Law. The Master Agreement shall be construed in accordance with the laws of the State of Illinois and any controversy shall be submitted to the appropriate courts in Cook County Illinois. g. Remedies. The remedies of each Party hereunder shall be cumulative and concurrent, and may be pursued singularly, successively, or together, in such Party’s discretion. h. Severability. Whenever possible, each provision of this Master Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If, however, any provision of this Master Agreement is prohibited by law or found invalid under any law, only such provision shall be ineffective without in any manner invalidating or affecting the remaining provisions of this Master Agreement or the valid portion of such provision, which provisions are deemed severable.

8

i. Force Majeure. Neither Party shall be considered in default in the performance of its obligations hereunder to the extent that performance of such obligations is prevented or delayed by any cause, existing or future, that is beyond the reasonable control of such Party. Any delays beyond the control of either Party shall automatically extend the time schedules as set forth in this Master Agreement by the period of any such delay. j. Waivers. No waiver of any of the provisions of this Master Agreement shall constitute a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be effective unless made in writing. No course of dealing will be deemed to amend, waive or discharge any part of this Master Agreement or any of the rights or obligations of any Person under this Master Agreement. k. Construction. The headings contained in this Master Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Master Agreement. Unless this Master Agreement expressly provides otherwise, each definition herein applies (i) for purposes of this entire Master Agreement; and (ii) to both the singular and plural forms (and other grammatical variations) of the defined term. This Master Agreement shall be construed as if drafted jointly by both Parties, and no presumption, burden of proof or rule of construction shall be applied that favors or disfavors any Party by virtue of the authorship of any provision of this Master Agreement. l. No Third Party Beneficiary. Nothing contained in this Master Agreement is intended to make any person or entity not a party to this Master Agreement a third-party beneficiary of any right or obligation created by this Master Agreement. m. Non-Solicitation. During the Term of this Master Agreement and for a period of twelve (12) months after the termination or expiration of this Master Agreement, Client shall not, without the prior written consent of the Company, solicit or attempt to solicit, divert or hire away any person employed by CFSI. The foregoing restriction shall not preclude Client from placing general advertisements for employment that are not specifically targeted at persons employed by CFSI. n. Representations and Warranties. Each party represents and warrants that (i) it has all necessary power and authority to enter into and perform this Master Agreement and that the execution and performance hereof has been duly authorized, (ii) it is not a party to any agreement or bound by any obligations that conflict with its obligations under this Master Agreement, and (iii) it will comply with all applicable laws in connection with its provision or receipt (as applicable) of Services. Client warrants that it will use Work Product solely in full compliance with applicable laws.

9

Authorized representatives of the parties have agreed to this Master Agreement. CENTER FOR FINANCIAL SERVICES INNOVATION By: _________________________________ Print Name: __________________________ Title: _______________________________ Date: _______________________________ By: _________________________________ Print Name: __________________________ Title: _______________________________ Date: _______________________________

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EXHIBIT A STATEMENT OF WORK SAMPLE TEMPLATE This Statement of Work (“SOW”) is governed by the Master Services Agreement (“Master Agreement”) effective as of by and between The Center for Financial Services Innovation (“CFSI”) and (“Client”). Project Scope Background & Objectives Approach Deliverables Timeline Milestone

Date

The aforementioned timeline is an estimate that is dependent upon . CFSI and Client will work together to schedule exact delivery dates during the course of the engagement. A change in the timeline shall not constitute a breach of contract. CFSI Team Client Contact(s) Fees Consulting fee For performance of the scope of work described in this SOW, the consulting fee is . Payment terms Milestone SOW Execution Project Completion

Balance Due 50% of consulting fee 50% of consulting fee

Payment terms 30 days 30 days

CFSI shall send client an invoice at each payment milestone. Reimbursable Expenses

In addition to the consulting fee, Client shall reimburse CFSI for reasonable out-of-pocket expenses necessary for CFSI to perform the services described in this SOW, including, but not limited to transportation and travel expenses (“Reimbursable Expenses”). CFSI shall use reasonable best efforts to minimize Reimbursable Expenses. Payments for Reimbursable Expenses shall be made by Client to CFSI monthly within twenty (20) days after submission by CFSI to Client of a statement for Reimbursable Expenses incurred by CFSI. Authorized representatives of the parties have agreed to this Statement of Work. CENTER FOR FINANCIAL SERVICES INNOVATION By: _________________________________ Print Name: __________________________ Title: _______________________________ Date: _______________________________ By: _________________________________ Print Name: __________________________ Title: _______________________________ Date: _______________________________

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CFSI Statement of Work

STATEMENT OF WORK This Statement of Work (“SOW”) is governed by the Master Services Agreement (“Master Agreement”) effective as of ____________ by and between The Center for Financial Services Innovation (“CFSI”) and _________________ (“Client”). Background CFSI’s Consumer Financial Health Study found that 57% of Americans are struggling financially. These households often lack daily financial systems that serve them well, find it challenging to weather financial shocks, and are not well-positioned to pursue their financial aspirations. While many have modest means, income does not tell the whole story. Financially struggling consumers and families span the income spectrum and live in all communities across America. Their behaviors have a major influence on their financial health, which creates an opportunity to help them adopt and sustain financially healthy behaviors with high-quality products and services. CFSI is well-positioned to leverage its research experience, advisory practice, and financial health data assets to help Client evaluate the financial health of their members and create a plan to align the organization’s strategy and product roadmap with member needs, in service of improving member financial health. Objectives CFSI proposes that Client leverage CFSI’s financial health framework and learnings from its Consumer Financial Health Study to measure its members’ financial health and benchmark against CFSI’s data, as a first step in developing a financial health strategy. The objectives of the proposed Financial Health Segmentation project are to assess the financial health of Client’s members to better understand members’ needs, to inform product and service development, and to facilitate effective member targeting. Approach As part of the Consumer Financial Health Study, CFSI developed a financial health segmentation model and ‘typing tool’ that can determine an individual’s financial health segment with a high degree of accuracy, using the data from 12 survey questions. CFSI will leverage the segmentation model, its national benchmark data, and the typing tool to work with Client in the following manner. • CFSI will work with Client to craft and test a short survey, consisting of the ‘typing tool’ questions and additional questions as needed. (Supplementary questions could be about product ownership and/or demographics, depending upon the Client’s objectives and available data. Please note that it is a best practice to keep the survey as short as possible to reduce survey fatigue and abandonment rates.) • CFSI will work with Client to mitigate the impact of potential survey biases, including creating weighted values during data analysis, as needed. (Please note: in order to weight the data, CFSI will need to receive benchmark data for the total member population from Client. Details on key weighting variables can be found below and will be discussed at the outset of the project.) • CFSI will leverage the typing tool to determine each survey respondent’s financial health segment, analyze the data, and compare Client’s member results to that of the benchmark population. (Note: We will work with Client to determine the appropriate benchmark, which usually consists of the “banked” respondents in the relevant geographic region.)

•

CFSI will synthesize findings and opportunities.

Client’s role: • Craft messaging for survey invitation. • Select survey channel(s) appropriate for Client’s institution and members. Channels might include any/all of the following: deploying the survey online, by phone, and/or by mail. • Select an appropriate survey vendor, create the survey, test the survey, and distribute it to members eligible for the survey. (Note: CFSI has created the survey in SurveyMonkey, which clients can leverage in one of two ways: (1) Use the survey CFSI has created, customizing the URL in each email invitation to include a unique identifier for each member; or (2) If Client has a professional, licensed SurveyMonkey account, CFSI can duplicate the survey and pass it to Client for use within their account. Note that if SurveyMonkey is used for survey email distribution, the number of surveys that can be sent per day is limited to 20,000. If an email vendor is used, the daily limitation does not apply. So if Client elects approach #1 - using CFSI’s SurveyMonkey account - Client will need a mechanism to customize the survey URL in each email, so that it includes a unique identifier which corresponds to the member receiving the email.) • Determine eligibility criteria for the survey. (Common exclusions include: members under 18, those who have opted out of marketing communications, non-retail accounts). • Send de-personalized member benchmark data to CFSI to facilitate weighting and calculation of figures such as response rate. The benchmark data file will include unique ID, survey eligibility status, employee status, available demographic information, and product ownership information for the total member population. It will be used to determine whether there are survey sample biases and, if so, how to account for them. Generally, for variables to be useful for weighting, we need to have the data for all (or nearly all) customers. The following is a list of potential weighting variables.

Product Ownership5

Demographic3

Data element

Unique ID Age Geography (Reside in an MSA?4) Eligible for the survey? (Y/N) Employee? (Y/N) Tenure Education Race Marital Status Gender Income Has a checking account with you (Y/N) Has a (non-mandatory) savings product with you (Y/N) Has a mortgage with you (Y/N) Has a credit card with you (Y/N) Has a non-mortgage, non-credit card loan product with you (Y/N) Acquired via direct or indirect channel? Logged into online or mobile banking in the last 30 days? (Y/N)

Critical?

Yes Yes Yes Yes Yes No; nice-to-have No; nice-to-have No; nice-to-have No; nice-to-have No; nice-to-have No; nice-to-have Yes Yes Yes Yes Yes Yes Yes

3

Not all institutions have optional demographic data for all customers. Some purchase it from vendors; some don’t.

4

If MSA is not available, county is the next best option. Zip code can also be used to approximate MSA.

5

We group products into general categories to facilitate analysis. If there are additional product categories that should be added, please let us know. For credit unions, consider breaking mandatory savings accounts out from non-mandatory ones, if relevant. For online and mobile banking data, a different timeframe can be

Benchmark data file format: CSV preferred. Please note: CFSI will not accept any personally identifiable information.

•

used if 30 days is not easily available, and they can be separated out if needed.

Send de-personalized survey results to CFSI for typing and analysis. Data sent to CFSI will include the survey responses, as well as the unique ID, which will facilitate linking to the benchmark data file.

Deliverables • Presentation deck outlining the key findings and opportunities from CFSI’s analysis of the survey data, including supporting data points. • A spreadsheet containing the segment type for each survey respondent (identified by the random ID provided by Client to facilitate joining back to member records). • One virtual presentation of the findings to share the analysis and learnings with the core team working on the project. • One in-person presentation of the findings to share the analysis and learnings with the senior management team and/or board of directors, and to discuss implications and next steps for the Client team. Timeline • Develop survey, finalize survey deployment details, & test survey: approximately 4 weeks (this can vary widely depending upon the survey deployment channel selected by the client) • Field survey, validating data during deployment: 3-4 weeks, depending upon response rate • Export, process, and validate data: 1 week • Weight data, analyze data, and prepare deliverables: approximately 5-6 weeks The aforementioned timeline is an estimate that is dependent upon staff availability at both CFSI and Client. CFSI and Client will work together to schedule exact delivery dates during the course of the engagement. A change in the timeline shall not constitute a breach of contract. Process Upon execution of the SOW, CFSI will identify the project team and schedule a kick-off call to discuss the detailed timeline and other specifics related to project delivery. CFSI will develop a project plan and employ standard project management tools – recurring status reporting, issue/item tracking, and other tools as appropriate to meet the needs of all project stakeholders. Regular check-in meetings will be scheduled weekly or biweekly, per the project needs. At the completion of the project, CFSI will request the Client’s feedback to discuss areas of success, areas for improvement, and areas for future opportunity. CFSI appreciates the confidential feedback of all consulting engagement clients. CFSI Team CFSI will leverage staff with the appropriate skill set to successfully meet all project objectives. The team will include an Executive Sponsor and a Project Lead who will serve as primary contacts for Client, as well as other supporting team members with subject matter expertise related to the objectives and successful completion of all aforementioned deliverables. The project team will be determined once a

fully-executed Master Services Agreement (MSA) and Statement of Work (SOW) are received from Client. Client Contact(s) Prior to project kick-off, Client will identify a staff member to serve as a primary point of contact to work with the CFSI Project Lead. Fees The consulting fee for the scope of work described above is $38,000. CFSI's standard hourly rate is $300. This project is being offered at a discounted rate of $250/hour. This fee excludes travel expenses for the in-person presentation, which will be reimbursed at cost. Additional hours of work that involve advice or services outside of the services detailed in this SOW will be billed at $250/hour. Additional hours will not be utilized or billed unless prior written consent from Client is received. If the scope of work defined in this proposal / SOW changes substantively (+10% or more of originally quoted hours), CFSI reserves the right to amend the SOW to reflect the new scope of work and additional consulting fees. Reimbursable Expenses In addition to the consulting fee, Client shall reimburse CFSI for reasonable out-of-pocket expenses necessary for CFSI to perform the services described in this SOW, including, but not limited to transportation and travel expenses (“Reimbursable Expenses”). CFSI shall use reasonable best efforts to minimize Reimbursable Expenses. Payments for Reimbursable Expenses shall be made by Client to CFSI monthly within thirty (30) days after submission by CFSI to Client of a statement for Reimbursable Expenses incurred by CFSI. Payment terms Milestone SOW Execution Project Completion

Balance Due 50% of consulting fee 50% of consulting fee

Payment terms 30 days 30 days

CFSI shall send client an invoice at each payment milestone. Additional Terms Client acknowledges and agrees that CFSI will share with the National Credit Union Foundation: • Client’s financial health distribution data (percent of members in each financial health tier and segment); • Client survey data, aggregated with other participating credit union data, for aggregated publication and reporting.

Authorized representatives of the parties have agreed to this Statement of Work. CENTER FOR FINANCIAL SERVICES INNOVATION By: _________________________________ Print Name: __________________________ Title: _______________________________ Date: _______________________________ By: _________________________________ Print Name: __________________________ Title: _______________________________ Date: _______________________________

National Credit Union Foundation Sample Grant Agreement

Financial Health Segmentation Grant Agreement The National Credit Union Foundation, Inc. (the “Foundation”) is pleased to enter into this Financial Health Segmentation Grant Agreement (the “Agreement”) with _______________________ (“Grantee”), subject to the following terms and conditions: Grantee:

______________________

Tax ID:

______________________

Grantee Contact:

_______________________

Grant Period:

___________________________

Grant Expiration Date:

____________________________

Grant Funded: $________

100% upon receipt of invoice relating to final payment for CFSI’s Financial Health Segmentation

Grant Project Name:

Financial Health Segmentation Project

Grant Project Description and Goals: Leveraging the Center for Financial Services Innovation’s (CFSI) consumer financial health segmentation tool, the Foundation is assisting Grantee in the funding of a financial health check-up project. The segmentation will (1) help Grantee assess the status of its members’ and employees’ financial health and (2) provide insights on concrete actions the Grantee can take to better respond and improve members’ and employees’ financial well-being. Measures of Success:  Segmentation findings that help Grantee evaluate, with fresh eyes, the financial health of their members and/or employees.  A tangible plan of action by Grantee to: o Access and review existing programs and products in response to the segmentation findings; and/or o Revise existing programs and products to respond to the segmentation findings; and/or o Develop new programs and products to respond to the segmentation findings.  Data from the segmentation findings that helps the Foundation start to build a picture of credit union members and/or employees’ financial health.

Grant Project Deliverables: Grantee acknowledges that information and analysis from its financial health segmentation will be provided, by CFSI, in the aggregate and at a high level for Grantee, to the Foundation for publication and reporting. In addition, Grantee shall provide Foundation:  A written summary of insights, lessons learned and revelations from Grantee based on the segmentation findings;  A written summary of actions taken by Grantee in response to its financial health segmentation findings relating to member and/or employee financial health (i.e. specific, tangible product and/or program changes and/or staff training, etc.);  Quotes, photos and other media as requested from Foundation to give context to publication and reporting of the data. Terms and Conditions: The Grantee accepts and agrees to comply with the following Terms and Conditions: 1. Grant Purpose/Authorized Use/Prohibited Use of Grant Funds. A. Grantee hereby agrees to use all funds granted to it by the Foundation pursuant to this Grant Agreement only for the purposes and activities specified in this Grant Agreement and consistent with the Foundation’s charitable mission and purposes to promote and improve consumer financial independence through credit unions. B. The use of Grant Funds is restricted solely to the purpose of the Grant Project and should so be designated on Grantee accounting and financial records. Under no circumstances may Grant Funds be expended, borrowed (inter-fund), pledged, or transferred for reasons unassociated with the stated purpose of this Grant. Grantee shall not use Grant Funds for any purpose other than as authorized hereunder without the prior written approval of the Foundation. C. The following specific limitations apply to use of all Grant Funds:    

Grant Funds may not be used to pay any person to influence or attempt to influence any legislative activities or carry on propaganda; or Grant Funds may not be used to benefit any individual or related entity of Grantee; or Grant Funds may not be used to pay for general operating and/or administrative expenses related to the Grantee; or Grant Funds may not be used for any purpose prohibited by the laws of the United States, including without limitation applicable laws prohibiting the support of terrorism or terrorist organizations.

2. Grant Disbursement Terms and Conditions. A. Grant Funds totaling $ ______ will be disbursed in one (1) payment. The Grant Funds from the Foundation shall be used to fund part of Grantee’s final payment to CFSI for Grantee’s Financial Health Segmentation. The Grant Funds disbursement may be delayed or withheld at the discretion of the Foundation based upon the receipt and content of the required Progress Reports. Additionally, the Foundation, in its discretion, may request additional supporting documentation in addition to the required written reports prior to distribution of Grant Funds. All disbursements will be sent to the Grantee Contact named above. B. Grantee should provide notice to the Foundation of changes to any specific line item in the proposed budget distributed to the Foundation greater than 10% prior to making the change. C. The Foundation reserves the right, in its sole discretion, to discontinue funding if it is not satisfied with the progress of the Grant Project or the content of any required written report. In the event of discontinuation or at the close of the Grant Period, any unexpended funds shall immediately be returned to the Foundation, except where the Foundation has agreed in writing to an alternative use of the unused funds. D. If it is foreseen that the Grant Project will not fulfill the required goals and measures of success or cannot be completed by the proposed ending date stated in this Agreement, the Grantee must inform Foundation at least thirty (30) days prior to the end of the stated Grant Period in writing. Grantee may request an extension or revision of the Grant Project goals and measures of success. Such request must be in writing and must contain a revised description of the goals and measures of success as well as a new proposed ending date and reasons for the requested changes. Any approval or denial will be in Foundation’s sole discretion. 3. Obligation to Repay. Grantee has the obligation to repay to the Foundation any portion of the Grant Funds that are expended for any purpose inconsistent with the terms and conditions of this Agreement. 4. Reversion of Grant. Any portion of the Grant Funds unexpended at the completion of the Grant Period shall be repaid to the Foundation within thirty (30) days unless the Foundation shall otherwise specify in writing. 5. Defaults and Remedies. A. Defaults. Each of the following shall be deemed an Event of Default under this Agreement: (1) any material failure by Grantee to comply with the terms and conditions of this Grant Agreement, (2) the failure to expend Grant Funds in a timely manner, and for the activities outlined in this Agreement and as proposed by the Grantee in their application, (3) failure to provide Progress Reports or meet the

Grant’s goals and measures of success as stated in this Agreement, and (4) unapproved changes in the Grant Project goals and objectives or uses of the Grant Funds provided. B. Remedies. If there is a Grantee Default under this Agreement, the Foundation may take one or more of the following actions: (1) recover misspent funds, (2) suspend further disbursement of funds, (3) terminate the Grant and discontinue any additional funding, or (4) take other remedies that may be legally available. 6. No Representation of Further Funding. The Foundation makes no representation or guarantee of funding to continue this Grant Project beyond the Grant Period and Grant Funds granted pursuant to this Agreement. 7. Publicity/Marketing/Advertisement Policy. A. If the Grantee wishes to issue a news release, communication and/or announcement concerning this Grant, the text of the proposed release, communication, and/or announcement must be submitted to the Foundation for review prior to the release date. No release shall be made without the Foundation’s prior written (e-mail acceptable) approval. B. The Foundation will be provided copies of all Grant Project marketing materials, articles, announcements, etc., and, unless otherwise notified, the Foundation shall hereby be granted a perpetual right and license to use, print, publish, distribute, transmit or license publication such materials for similar work and projects funded by the Foundation in any form or version and by any means of distribution or transmission. In addition, any significant information gathered during the Grant Project, including but not limited to, the information and analysis provided by CFSI to the Foundation in connection with the Grant Project, that may pertain to the broader issues of serving low-income individuals, financial literacy or homeownership will be shared with the Foundation. C. As requested by the Foundation and as allowed pursuant to Grantee’s contract with CFSI, Grantee will provide information relating to the Grant Project to other credit unions or credit union organizations interested in implementation of a similar project. D. Grantee will work with Foundation and any partner organizations to obtain personal success stories from the outcomes of the segmentation findings, including but not limited to, member or employee stories that show how changes in Grantee’s products or programs helped a member or employee with their financial health. These stories should help to explain, qualitatively, how the Grant Project has impacted the Grantee and its members and/or employees.

E. In all press releases, news stories, articles, web site references or other promotions about the Grant Project, the Foundation will be mentioned as having provided grant funding. For example, “This project is funded by a grant from the National Credit Union Foundation.” Copies of such materials will be shared with the Foundation. If the Grant Project is referenced on Grantee’s website, a link to the Foundation’s website (the Foundation.coop) will be included. The Foundation staff will provide logos or other visual materials upon request. F. The Foundation will be alerted in advance of any press conferences, grand openings, public celebrations or other promotional activities related to the Grant Project; copies of photos and subsequent news stories will be shared with the Foundation. When appropriate, a representative from the Foundation (board chair, executive director or other senior representative) will be invited and given the opportunity to make remarks. 8. Accounting, Financial Requirements, Record Requirements, and Financial Review. A. Grantee shall retain all financial records, supporting documents, and all other records pertinent to this Grant for a period of not less than four years from the end of the contract year to which such records or documents relate. B. The Foundation or any of its duly authorized representatives shall have the right to timely and unrestricted access to any books, documents, papers, or other records of Grantee that are pertinent to this Grant. C. Grantee agrees to supply the Foundation with such other information as may be necessary or desirable to permit the Grantor to exercise its responsibility for the supervision of the Grant as required by applicable law. 9. Reporting Requirements. Progress Reports specifically addressing the stated goals and measures of success related to the Grant Project shall be submitted according to the schedule as outlined under Grant Disbursement Terms during the Grant Period using the Progress Report Form attached hereto as Appendix A. At the conclusion of the Grant, Grantee will provide a Final Progress Report with an overview of the Grant Project, listing both qualitative and quantitative goals achieved, and an accounting of the revenue and expenses for the Grant Project. The Final Report Form and instructions are attached hereto as Appendix B. The Progress Reports should include both financial and program information in the format requested by the Foundation. They should include a narrative account of what was accomplished by the Grant, including a description of progress made toward achieving the goals of the Grant and assurances that the activities under the Grant have been conducted in conformity with the terms of this Agreement. The Progress Reports should also include any

difficulties experienced, obstacles encountered, and the action taken to get beyond these difficulties. 10. Representations and Warranties of Grantee. A. Grantee is a duly organized and validly existing organization and has all requisite power and authority to conduct its business as now conducted. B. Grantee has all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Grantee and constitutes Grantee’s valid and binding obligation, enforceable against Grantee in accordance with its terms. C. Grantee acknowledges and represents that it is accepting this grant for its own account and not as an agent for any other organization, and will exercise supervision and oversight over the use of all grant funds to ensure that the terms of this Agreement are met. D. Grantee acknowledges and represents that it is responsible for all acts and omissions of any of its trustees, directors, officers, employees, subcontractors, contingent workers, agents and affiliates assisting with the Grant Project and ensuring their compliance with the terms of this Agreement. E. Grantee shall be responsible for monitoring and managing all Grant Funds and the Grant Project supported by the Grant Funds to assure appropriate use and consistency with the mission and purposes of the Foundation and the terms of this Agreement. 11. Special Conditions. Any significant changes in the project and/or organizational leadership should be reported to the Foundation within thirty (30) days of the change. 12. Notices. Notices under this Agreement shall be in writing and shall be deemed to be given when delivered or mailed by registered or certified mail to the Foundation or the Grantee at the last known address of the parties. 13. Relationship of the Parties. This Agreement does not constitute a joint venture, partnership or agency relationship between the parties. Each party is acting only as an independent contractor and as such shall not be deemed to have assumed any obligation or liability of the other party to any third party. This Agreement shall be binding upon Grantee and the Foundation, and their respective successors and permitted assigns. Nothing in this Agreement shall give either party the right to make commitments of any kind for or on behalf of the other party. 14. Insurance. Grantee shall maintain adequate workman’s compensation, commercial general liability and other forms of applicable insurance, in each case with reputable insurers, with

policy limits sufficient to protect and indemnify the Foundation from any losses resulting from Grantee, its agents or employees conduct, acts or omissions. Grantee shall forward a certificate of insurance upon the Foundation’s request. 15. Governing Law. The law of the state of Wisconsin exclusively shall govern and apply to all legal proceedings pertaining to the Agreement, or otherwise concerning the subject matter of this Agreement, and under no circumstance shall reference be made to the law of any other jurisdiction for any purpose. All legal proceedings pertaining to the Agreement, or otherwise concerning the subject matter of this Agreement, shall be heard exclusively in state or federal courts with subject matter jurisdiction sitting in Wisconsin. By execution of this Agreement, the Grantee submits to the personal jurisdiction and venue of such courts for such purposes. 16. Indemnification. The Grantee agrees to indemnify, defend, and hold harmless the Foundation and its officers and employees from and against any liability, loss, cost, injury, damage, or claim, including the expenses of investigation and defense of such that may be incurred by the Foundation or claimed by a third party, arising out of or in any way connected with this Grant, the Grant Project or the expenditure of Grant Funds. 17. Severability. If any provision of this Agreement or the application thereof is held invalid, that invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are severable. 18. Entire Agreement/Amendment. This Agreement contains the entire agreement of the parties and supersedes all prior and contemporaneous agreements concerning its subject matter. Except as specifically permitted in this Agreement, no modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. 19. Compliance with Laws. In carrying out the Grant Project, Grantee will comply with all applicable laws, regulations, and rules and will not infringe, misappropriate, or violate the intellectual property rights of any third party. 20. Survival. A party’s obligations under this Agreement will be continuous and survive expiration or termination of this Agreement as expressly provided in this Agreement or otherwise required by law or intended by their nature. 21. Waiver. No term or provision of this Agreement will be considered waived by either party, and no breach is excused or consented to by either party, unless such waiver or consent is in writing and signed on behalf of the party against whom the waiver is asserted. No express or implied consent by either party to, waiver of, or failure of a party to enforce its rights with respect to a breach by the other party shall constitute consent to or, waiver of any subsequent or other breach by the other party. Signature Page Follows

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by its duly authorized representative. Grantee agrees to the above-stated Grant conditions. By: _____________________________

Date: ______________________

Print Name______________________

Tax ID:

Title____________________________ Accepted and Approved: National Credit Union Foundation, Inc.

By: ___________________________ Name: Gigi Hyland, Executive Director

Date: ______________________

APPENDIX A Interim Report for the National Credit Union Foundation (THE FOUNDATION) Financial Health Segmentation Grant Grantee Contact Filing Report: Grant Period Covered by this Report: Grant Project Name: Grant Project Description and Goals: Due Date of Report: 30 days following Grantee’s receipt CFSI’s contracted deliverables Actual Date of Report: Please answer the following additional questions regarding progress on your grant: 1. Please give a brief overview of your project. 2. Please provide us information on the success of your project to date in relation to the timeline agreed upon by you and CFSI for this project. Success Metric Project Goal Progress Towards Goal

3. Please give an accounting of your project budget. 4. Please list and attach marketing, outreach, press coverage, photos with releases, and other information that you have developed or distributed as a result of the grant. Submitted and Signed by: Signature: _____________________________________________________________________ Title: ___________________________________________________________________________

APPENDIX B Final Report for the National Credit Union Foundation (THE FOUNDATION) Financial Health Segmentation Grant Grantee Contact Filing Report: Grant Period Covered by this Report: Grant Project Name: Grant Project Description and Goals: Due Date of Report: 6 months following Grantee’s delivery of its Interim Report to the Foundation (upon Grantee’s written request Foundation may, in its sole discretion, grant up to a 2month extension) Actual Date of Report: Please answer the following additional questions regarding progress on your grant: 1. Please give a brief overview of your project. 2. Please provide us information on the success of your project compared to your timeline. Success Metric Project Goal Progress Towards Goal

3. Please give an accounting of your project budget. 4. Please list and attach marketing, outreach, press coverage, photos with releases, and other information that you have developed or distributed as a result of the grant. Submitted and Signed by: Signature: _____________________________________________________________________ Title: ___________________________________________________________________________